(1) With the exceptions and subject to the
provisions contained in this section,-

(a) any company consisting of seven or more
members, which was in existence on the first day of May, 1882, including any
company registered under Act No. 19 of 1857 and Act No. 7 of 1860 or either of
them or under any laws or law in force in a Part B State, corresponding to
those Acts or either of them; and

(b) any company formed after the date
aforesaid, whether before or after the commencement of this Act, in pursuance
of any Act of Parliament other than this Act or of any other Indian Law
(including a law in force in a Part B State), or of any Act of Parliament of
the United Kingdom or Letters Patent in force in India, or being otherwise duly
constituted according to law, and consisting of seven or more members; may at
any time register under this Act as an unlimited company, or as a company
limited by shares, or as a company limited by guarantee; and the registration
shall not be invalid by reason only that it has taken place with a view to the
company's being wound up: Provided that-

(i) a company registered under the Indian
Companies Act, 1882 (6 of 1882) or under the Indian Companies Act, 1913 (7 of
1913) shall not register in pursuance of this section;

(ii) a company having the liability of its
members limited by any Act of Parliament other than this Act or by any other
Indian law (including a law in force in a Part B State), or by any Act of
Parliament of the United Kingdom or Letters Patent in force in India, and not
being a joint-stock company as defined in section 566, shall not register in
pursuance of this section;

(iii) a company having the liability of its
members limited by any Act of Parliament other than this Act or by any other
Indian Law (including a law in force in a Part B State), or any Act of
Parliament of the United Kingdom or Letters Patent in force in India, shall not
register in pursuance of this section as an unlimited company or as a company
limited by guarantee;

(iv) a company that is not a joint-stock
company as defined in section 566 shall not register in pursuance of this
section as a company limited by shares;

(v) a company shall not register in pursuance
of this section without the assent of a majority of such of its members as are
present in person, or where proxies are allowed, by proxy, at a general meeting
summoned for the purpose;

(vi) where a company not having the liability
of its members limited by any Act of Parliament or any other Indian law
(including a law in force in a Part B State) or by any Act of Parliament of the
United Kingdom or Letters Patent in force in India, is about to register as a
limited company, the majority required to assent as aforesaid shall consist of
not less than three-fourths of the members present in person, or where proxies
are allowed, by proxy, at the meeting;

(vii) where a company is about to register as
a company limited by guarantee, the assent to its being so registered shall be
accompanied by a resolution declaring that each member undertakes to contribute
to the assets of the company, in the event of its being wound up while he is a
member, or within one year after he ceases to be a member, for payment of the
debts and liabilities of the company or of such debts and liabilities as may
have been contracted before he ceases to be a member, and of the costs, charges
and expenses of winding up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be required, not exceeding
a specified amount.

(2) In computing any majority required for the
purposes of sub-section (1) when a poll is demanded, regard shall be had to the
number of votes to which each member is entitled according to the regulations
of the company.

(3) Nothing in this section shall be deemed to
apply to any company the registered office whereof at the commencement of this
Act is in Burma, Aden or Pakistan.